COMMUNITY FINANCIAL GROUP INC
8-K, 1999-01-07
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported)

                                 January 4, 1999


                         COMMUNITY FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

                                    Tennessee
                 (State or other jurisdiction of incorporation)

                0-28496                                 62-1626938
         (Commission File No.)              (IRS Employer Identification No.)


401 Church Street, Nashville, Tennessee 37219 
(Address of principal executive offices)

615/271-2025
(Registrant's telephone number, including area code)









<PAGE>   2



ITEM 5. OTHER EVENTS



Community Financial Group, Inc. (NASDAQ: CFGI), holding company of The Bank of
Nashville, announced on January 4, 1999 that 1,752,992 warrants, representing
the right to acquire common shares of the Company at an exercise price of
$12.50, were exercised in the fourth quarter of 1998. This brings the total
number of warrants exercised to 2,002,337, of the originally issued number of
4,744,927.

Warrants exercised in the fourth quarter, included in the above number, proceeds
generated therefrom, and the number of common shares outstanding (4,216,531) at
December 31, 1998 are subject to final verification by the Company's transfer
agent.

All warrants not exercised by the close of business on December 31, 1998 have
expired.


Exhibit 99.1: Copy of press release dated January 4, 1999 announcing the 
exercise of warrants.






<PAGE>   3




                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        COMMUNITY FINANCIAL GROUP, INC.


Date:    1-7-99                         /s/ Mack S. Linebaugh, Jr.
      --------------------              ----------------------------------------
                                        Mack S. Linebaugh, Jr.
                                        Chairman, President
                                        and Chief Executive Officer


<PAGE>   4


                         COMMUNITY FINANCIAL GROUP, INC.


Exhibit 99.1:       Press release dated January 4, 1999


<PAGE>   1



                        COMMUNITY FINANCIAL GROUP, INC.
                        -------------------------------

                         401 Church Street - 2nd Floor
                                P.O. Box 198986
                            Nashville, TN 37219-8986
                                 (615) 271-2025


FOR:      IMMEDIATE RELEASE
CONTACT:  Joan B. Marshall (615) 271-2025



                   COMMUNITY FINANCIAL GROUP, INC. ANNOUNCES
                              EXERCISE OF WARRANTS


     (NASHVILLE, Tenn.)--January 4, 1999--Community Financial Group, Inc. (the 
"Company"), (NASDAQ: CFGI), holding company of The Bank of Nashville, today 
announced that 1,752,992 warrants, representing the right to acquire common 
shares of the Company at an exercise price of $12.50, were exercised in the 
fourth quarter of 1998. This brings the total number of warrants exercised to 
2,002,337, of the originally issued number of 4,744,927.

     Total proceeds generated from the exercise of the warrants were 
approximately $25,029,212.50, and 2,002,337 common shares of the Company were 
issued. At December 31, 1998, the Company had 4,216,531 common shares 
outstanding, compared to 2,460,895 shares outstanding at September 30, 1998. 
All warrants not exercised by the close of business on December 31, 1998 have 
expired.

     Warrants exercised in the fourth quarter, included in the above number, 
proceeds generated therefrom, and common shares outstanding at December 31, 
1998 are subject to final verification by the Company's transfer agent.

     The Company is evaluating various alternative uses for capital generated 
as a result of the exercise of the warrants.


                                   ###END###


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